Sunset Suits Holdings, Inc.: Exhibit 10.14 - Prepared by TNT Filings Inc.




  




Exhibit 10.14 

FIRST AMENDED 

COOPERATIVE SERVICES AGREEMENT 


THIS FIRST AMENDED
COOPERATIVE SERVICES AGREEMENT ("Agreement") is made and entered into on this
the 24th day of January, 2008, by and between Halter Financial Group, L.P.("HFG"),
and Sunset Suits S.A., a Polish Joint Stock Company (the "Company"). 

W I T N E S S E T H: 

WHEREAS, HFG and the Company entered
into that certain Cooperative Services Agreement dated as of December 24, 2007
(the "CSA"); 

WHEREAS, HFG, as the
Company’s advisor, is aware that the Company intends to enter into that certain
Placement Agency Agreement with Wentworth Securities, Inc. and that certain
Contract on Strategic Cooperation and Advisory Services with IS Slovakia s.r.o.;
and 

WHEREAS, as a result of certain
developments, the parties hereto desire to amend the CSA as provided for herein;
and 

WHEREAS, except as otherwise modified
by this Agreement, the CSA shall remain in full force and effect, with the
obligations of the parties thereto remaining duly enforceable. 

NOW, THEREFORE, for
and in consideration of the covenants set forth herein and the mutual benefits
to be gained by the parties hereto, and other good and valuable consideration,
the receipt and adequacy of which are now and forever acknowledged and
confessed, the parties hereto hereby agree and intend to be legally bound as
follows: 

1. 

Amendment and
Restatement. Section 4. of the CSA is amended and restated in its
entirety as follows: 


"Fees and Expenses.
In consideration for the services to be provided for hereunder the Company shall
pay to HFG the amount of $555,000 (the "Fee") to be paid on the closing date of
the Going Public Transaction. The Fee will also be used to compensate HFG for
any expenses incurred by either HFG or any third party engaged by HFG in
connection with HFG’s efforts to fulfill its obligations under this Agreement.
The Company shall be under no obligation to pay any part of the Fee to HFG in
the event this Agreement is terminated as a result of the Company’s decision not
to complete the Going Public Transaction because it was either unable to
complete the Company Offering or elected not to go forward with the Company
Offering for any business purpose." 


2. 


Governing Law and Arbitration. This Agreement shall be governed by the
laws of the State of Texas. All disputes, controversies or claims ("Disputes")
arising out of or relating to this Agreement shall in the first instance be the
subject of a meeting between a representative of each party who has
decision-making authority with respect to the matter in question. Should the
meeting either not take place or not result in a resolution of the Dispute
within twenty (20) business
days following notice of the Dispute to the other party, then the Dispute shall
be resolved in a binding arbitration proceeding to be held in New York, New York
in accordance with the international rules of the American Arbitration
Association. The arbitrators may award attorneys' fees and other related
arbitration expenses, as well as pre- and post-judgment interest on any award of
damages, to the prevailing party, in their sole discretion. The parties agree
that a panel of three arbitrators shall be required, all of whom shall be fluent
in the English language, and that the arbitration proceeding shall be conducted
entirely in the English language. Any award of the arbitrators shall be deemed
confidential information for a minimum period of five years, except to the
extent public disclosure of such information is required by applicable
securities laws or regulations. 


FIRST AMENDED COOPERATIVE SERVICES AGREEMENT – Page 1 




IN WITNESS WHEREOF, the parties have
executed this Agreement as of the day and year first above written. 



  	HFG:
	 
	Halter Financial Group, L.P.
	 
	By: /s/ Timothy P. Halter                                              
      
	Timothy P. Halter,
	Its: Chairman
	 
	The Company:
	 
	Sunset Suits S.A.
	 
	By: /s/ Mirosław Kranik                                                 
      
	Miroslaw Kranik, President of Supervisory
	Board and Founder
	 
	 
	By: /s/ Bogdan Zegar                                                    
      
	Bogdan Zegar, President of The Management
	Board





FIRST AMENDED COOPERATIVE SERVICES AGREEMENT – Page 2